EX-23.B 20 e84804exv23wb.txt CONSENT OF KPMG LLP EXHIBIT 23B INDEPENDENT AUDITORS' CONSENT The Board of Directors AT&T Canada Inc. We consent to the incorporation by reference in the following AT&T Corp. registration statements of our report to the board of directors dated January 31, 2003, except as to notes 1, 8 and 25, which are as of February 25, 2003, relating to the consolidated balance sheet of AT&T Canada Inc. ("the Company") as of December 31, 2001, and the related consolidated statements of operations and deficit and cash flows for the year then ended, which appears as an exhibit to the AT&T Corp. 2002 Annual Report on Form 10-K:
FORM REGISTRATION STATEMENT NO. DESCRIPTION ---- -------------------------- ----------- S-3 333-00573 Shareholder Dividend Reinvestment and Stock Purchase Plan S-8 333-47257 AT&T Long Term Savings and Security Plan S-8 33-34264, 33-34264-1, 33-29256 and 33-21937 AT&T Long Term Savings Plan for Management Employees S-8 33-39708 AT&T Retirement Savings and Profit Sharing Plan S-8 333-47251 Shares Issuable Under the Stock Option Plan of the AT&T 1987 Long Term Incentive Program S-8 33-50819 AT&T of Puerto Rico, Inc. Long Term Savings Plan for Management Employees S-8 33-50817 AT&T of Puerto Rico, Inc. Long Term Savings and Security Plan S-8 33-54797 (Post-Effective Amendment No. 1) AT&T 1996 Employee Stock Purchase Plan S-8 333-47255 AT&T Shares for Growth Program S-8 333-43440 and 33-28665 AT&T 1997 Long Term Incentive Program S-3 33-49589 AT&T $2,600,000,000 Notes and Warrants to Purchase Notes S-3 33-59495 AT&T $3,000,000,000 Notes and Warrants to Purchase Notes S-4 33-57745 AT&T 5,000,000 Common Shares S-8 33-42150 (Post-Effective Amendment Nos. 1 to Form NCR Corporation 1989 Stock Compensation Plan S-4, (33-42150-01)) S-8 33-42150 (Post-Effective Amendment No. 2 to Form S-4, NCR Corporation 1984 Stock Compensation Plan (33-42150-02)) S-8 33-42150 (Post-Effective Amendment No. 3 to Form S-4, NCR Corporation 1976 Stock Compensation Plan (33-42150-03)) S-8 33-52119 (Post-Effective Amendment No. 1 to Form S-4, McCaw Cellular Communications, Inc. 1983 (33-52119-01)) Non-Qualified Stock Option Plan S-8 33-52119 (Post-Effective Amendment No. 2 to Form S-4, McCaw Cellular Communications, Inc. 1987 Stock (33-52119-02)) Option Plan S-8 33-52119 (Post-Effective Amendment No. 3 to Form S-4, McCaw Cellular Communications, Inc. Equity (33-52119-03)) Purchase Plan S-8 33-52119 (Post-Effective Amendment No. 4 to Form S-4, McCaw Cellular Communications, Inc. 1992 Stock (33-52119-04)) Purchase Plan for Non-Employee Directors
FORM REGISTRATION STATEMENT NO. DESCRIPTION ---- -------------------------- ----------- S-8 33-52119 (Post-Effective Amendment No. 5 to Form S-4, McCaw Cellular Communications, Inc. Employee (33-52119-05)) Stock Purchase Plan S-8 33-45302 (Post-Effective Amendment No. 1 to Form S-4, Teradata Corporation 1987 Incentive and Other (33-45302-01)) Stock Option Plan S-8 33-63195 AT&T Amended and Restated 1969 Stock Option Plan for LIN Broadcasting Corp. S-8 333-49419 (Post-Effective Amendment No. 1 to Form Teleport Communications Group Inc. 1993 Stock S-4, (333-49419-01)) Option Plan S-8 333-49419 (Post-Effective Amendment No. 2 to Form Teleport Communications Group Inc. 1996 Equity S-4, (333-49419-02)) Incentive Plan S-8 333-49419 (Post-Effective Amendment No. 3 to Form ACC Corp. Employee Long Term Incentive Plan S-4, (333-49419-03)) S-8 333-49419 (Post-Effective Amendment No. 4 to Form ACC Corp. Non-Employee Directors' Stock Option S-4, (333-49419-04)) Plan S-8 333-49419 (Post-Effective Amendment No. 5 to Form ACC Corp. 1996 UK Sharesave Scheme S-4, (333-49419-05)) S-8 333-70279 (Post-Effective Amendments No. 1 to Form Tele-Communications, Inc. 1998 Incentive Plan S-4, (333-70279-01)) Tele-Communications, Inc. 1996 Incentive Plan (Amended and Restated) Tele-Communications, Inc. 1995 Employee Stock Incentive Plan (Amended and Restated) Tele-Communications, Inc. 1994 Stock Incentive Plan (Amended and Restated) Tele-Communications, Inc. 1994 Nonemployee Director Stock Option Plan Tele-Communications International, Inc., 1996 Nonemployee Director Stock Option Plan Tele-Communications International, Inc., 1995 Stock Incentive Plan S-8 333-70279 (Post-Effective Amendment No. 2 to Form Liberty Media 401(K) Savings Plan S-4, (333-70279-02)) TCI 401(K) Stock Plan S-4 333-75083 Vanguard Cellular Systems, Inc. S-4 333-86019 MediaOne Corp. S-8 333-86019 (Post-Effective Amendment No. 1 to Form S-4 MediaOne Group 1999 Supplemental Stock Plan (333-86019-1)) Amended MediaOne Group 1994 Stock Plan S-8 333-86019 (Post-Effective Amendment No. 2 to Form S-4 MediaOne Group 401(K) Savings Plan (333-86019-2)) S-8 333-53134 AT&T Broadband Deferred Compensation Plan
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FORM REGISTRATION STATEMENT NO. DESCRIPTION ---- -------------------------- ----------- S-8 333-61676 and Post-Effective Amendment No.1 AT&T Senior Management Incentive Award Deferral (333-61676-1) Plan and AT&T Deferred Compensation Plan for Non-Employee Directors S-3 333-73120 (Amendment Nos. 1, 2 and 3) Redemption of TCI Preferred Securities S-3 333-83174 (which supercedes Form S-3 for the AT&T Universal Shelf Registration $13,080,000 Debt Securities and Warrants to Purchase Debt Securities 333-71167) S-3 333-83174-01 (Amendment No. 1) AT&T Universal Shelf Registration
Our report contains Comments by the Auditors for U.S. Readers on Canada-U.S. Reporting Differences which states that in the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Company's ability to continue as a going concern, such as those described in note 1 to the consolidated financial statements. Our report to the board of directors is expressed in accordance with Canadian reporting standards, which do not permit a reference to such conditions and events in the auditors' report when these are adequately disclosed in the financial statements. In addition, in the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when there is a change in accounting principles that has a material effect on the comparability of the Company's financial statements, such as the change described in note 2(e) to the consolidated financial statements. Our report to the board of directors is expressed in accordance with Canadian reporting standards, which do not require a reference to such a change in accounting principles in the auditors' report when the change is properly accounted for and adequately disclosed in the financial statements. KPMG LLP Toronto, Canada March 26, 2003 3